UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
| JDA SOFTWARE GROUP, INC. |
(Name of Subject Company (Issuer))
| RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. |
(Name of Filing Persons (Offerors))
|
REDPRAIRIE HOLDING, INC. NEW MOUNTAIN PARTNERS III, L.P. NEW MOUNTAIN CAPITAL, L.L.C. |
(Name of Filing Persons (Other Person (s))
| COMMON STOCK, PAR VALUE $.01 PER SHARE |
(Title of Class of Securities)
| 46612K108 |
(CUSIP Number of Class of Securities)
| Laura Fese Chief Legal Officer RedPrairie Corporation c/o RedPrairie Holding, Inc. 20700 Swenson Drive Waukesha, WI 53186 (262) 317-2341 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Abigail Bomba, Esq.
Richard Steinwurtzel, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
801 17th Street, NW
Washington, DC 20006
CALCULATION OF FILING FEE
|
| ||
| Transaction Valuation * | Amount of Filing Fee** | |
| $1,992,034,458 | $271,714 | |
|
| ||
|
| ||
| * | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 43,091,829 shares of common stock, par value $0.01, of JDA Software Group, Inc. outstanding (including restricted shares) multiplied by the offer price of $45.00 per share, (ii) 184,537 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding options, multiplied by the offer price of $45.00 per share minus the weighted average exercise price for such options of $14.10 per share, (iii) 323,284 restricted stock units multiplied by the offer price of $45.00 per share, (iv) 684,483 shares of common stock, par value $0.01, of JDA Software Group, Inc. issuable pursuant to outstanding warrants and performance share awards (assuming target level performance) multiplied by the offer price of $45.00 per share, and (v) 41,121 shares of common stock, par value $0.01, of JDA Software Group, Inc. reserved for issuance pursuant to JDA Software Group, Inc.’s Employee Stock Purchase Plan multiplied by the offer price of $45.00 per share. The calculation of the filing fee is based on information provided by JDA Software Group, Inc. as of October 26, 2012, the most recent practicable date. |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction valuation by 0.00013640. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $ 271,714 | Filing Party: | RP Crown Acquisition Sub, LLC, RP | ||
| Crown Parent, LLC, RP Crown | ||||
| Holding, LLC, RP Holding, L.L.C., | ||||
| RedPrairie Holding, Inc., New | ||||
| Mountain Partners III, L.P. and New | ||||
| Mountain Capital, L.L.C. | ||||
| Form or Registration No.: Schedule TO | Date Filed: | November 15, 2012 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| x | third-party tender offer subject to Rule 14d-1 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | issuer tender offer subject to Rule 13e-4 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
This Amendment No. 5 to the Schedule TO to the Tender Offer Statement on (this “Amendment No. 5”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2012, amends and supplements the Tender Offer Statement on Schedule TO filed on November 15, 2012 (as further amended and supplemented, the “Schedule TO”), relating to the offer by RP Crown Acquisition Sub, LLC, a Delaware limited liability company, a wholly owned subsidiary of RP Crown Parent, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of JDA Software Group, Inc., a Delaware corporation (“Company”), at a purchase price of $45.00 per Share, net to the seller thereof, in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2012 (which, together with this Amendment and any previous or future amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).
All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.
Amendments to the Offer to Purchase
Items 1-11.
The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended by:
Amending and supplementing the information set forth in Section 16 of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals” by inserting the following text after the fourth paragraph under the heading “Antitrust Compliance”:
“On December 3, 2012 the German Federal Cartel Office (“FCO”) issued a clearance decision, effective December 3, 2012, under the German Act Against Restraints of Competition in connection with the purchase of Shares in the Offer and Merger. Accordingly, the condition to the Offer relating to obtaining clearance by the FCO under the German Act Against Restraints of Competition or the expiration of the applicable statutory review period thereunder has been satisfied.”
Item 12. Exhibits.
Regulation M-A Item 1016.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. |
Description | |
| (a)(5)(E) |
Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on December 3, 2012 | |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 3, 2012
| RP HOLDING, L.L.C. | ||
| /s/ Jack Qian | ||
| Name: | Jack Qian | |
| Title: | Vice President | |
| RP CROWN HOLDING, LLC | ||
| /s/ Jack Qian | ||
| Name: | Jack Qian | |
| Title: | Vice President | |
| RP CROWN PARENT, LLC | ||
| /s/ Jack Qian | ||
| Name: | Jack Qian | |
| Title: | Vice President | |
| RP CROWN ACQUISITION SUB, LLC | ||
| /s/ Jack Qian | ||
| Name: | Jack Qian | |
| Title: | Vice President | |
| NEW MOUNTAIN PARTNERS III, L.P. | ||
| By: | NEW MOUNTAIN INVESTMENTS III, L.L.C. its general partner | |
| /s/ Steven B. Klinsky | ||
| Name: | Steven B. Klinsky | |
| Title: | Managing Member | |
| REDPRAIRIE HOLDING, INC. | ||
| /s/ Laura L. Fese | ||
| Name: | Laura L. Fese | |
| Title: | Chief Legal Officer | |
[Signature Page to Amendment No. 5 to Schedule TO]
| NEW MOUNTAIN CAPITAL, L.L.C. | ||
| By: New Mountain Capital Group, L.L.C., its managing member | ||
| /s/ Steven B. Klinsky | ||
| Name: | Steven B. Klinsky | |
| Title: | Managing Member | |
[Signature Page to Amendment No. 5 to Schedule TO]
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| (a)(1)(A) |
Offer to Purchase, dated November 15, 2012* | |
| (a)(1)(B) |
Letter of Transmittal* | |
| (a)(1)(C) |
Notice of Guaranteed Delivery* | |
| (a)(1)(D) |
Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(E) |
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(F) |
Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on November 1, 2012 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by JDA Software Group, Inc. with the Securities and Exchange Commission on November 1, 2012)* | |
| (a)(1)(G) |
Summary Advertisement as published in the Wall Street Journal on November 15, 2012* | |
| (a)(1)(H) |
Press Release issued by RedPrairie Corporation on November 15, 2012* | |
| (a)(5)(A) |
Complaint filed by John D’Agostino, on behalf of himself and all others similarly situated, filed on November 2, 2012 in the Superior Court of the State of Arizona* | |
| (a)(5)(B) |
Class Action Complaint, dated as of November 20, 2012 (Neuman v. JDA Software Group, Inc., et al.)* | |
| (a)(5)(C) |
Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on November 21, 2012* | |
| (a)(5)(D) |
Class Action Complaint, dated as of November 21, 2012 (New Jersey Building Laborers Annuity Fund v. JDA Software Group, Inc., et al.)* | |
| (a)(5)(E) |
Joint Press Release issued by RedPrairie Corporation and JDA Software Group, Inc. on December 3, 2012** | |
| (b)(1) | Debt Commitment Letter among RP Crown Parent, LLC, Credit Suisse Securities (USA) LLC, and Credit Suisse AG, dated November 1, 2012* | |
| (b)(2) |
Joinder Agreement to Debt Commitment Letter, from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Royal Bank of Canada, RBC Capital Markets, Morgan Stanley Senior Funding, Inc., Bank of Montreal, BMO Capital Markets Corp. and Jefferies Finance LLC to RP Crown Parent, LLC, Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch, dated November 16, 2012* | |
| (d)(1) |
Agreement and Plan of Merger, dated November 1, 2012, by and among RP Crown Parent, LLC, RP Crown Acquisition Sub, LLC and JDA Software Group, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by JDA Software Group, Inc. with the Securities and Exchange Commission on November 2, 2012)* | |
| (d)(2) |
Limited Guarantee delivered by New Mountain Partners III, L.P. to JDA Software Group, Inc., dated November 1, 2012* | |
| (d)(3) |
Amended and Restated Mutual Nondisclosure Agreement, dated as of September 4, 2012, between JDA Software Group, Inc., RedPrairie Holding, Inc. and New Mountain Capital, L.L.C.* | |
| (d)(4) |
Equity Commitment Letter from New Mountain Partners III, L.P. to RP Crown Parent, LLC, dated November 1, 2012* | |
| (g) |
None | |
| (h) |
None | |
| * | Previously filed. |
| ** | Filed herewith. |
Exhibit (a)(5)(E)
RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger
December 3, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced the receipt of notification from the German Federal Cartel Office (“FCO”) granting clearance under the German Act Against Restraints of Competition, in connection with the previously announced transaction in which entities affiliated with RedPrairie will acquire all outstanding shares of common stock of JDA. Accordingly, the condition to the closing of the transaction previously disclosed with respect to obtaining clearance by the FCO has been satisfied. The transaction remains subject to other closing conditions as set forth in the Offer to Purchase filed by RedPrairie and certain of its affiliates with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2012 (the “Offer to Purchase”).
As previously announced, pursuant to the merger agreement among RP Crown Acquisition Sub, LLC and RP Crown Parent, LLC (affiliates of RedPrairie) and JDA, RP Crown Acquisition Sub, LLC, commenced a tender offer on November 15, 2012 to acquire all of the outstanding shares of common stock of JDA for $45.00 per share, net to the seller in cash without interest and less any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase and a related letter of transmittal, each dated November 15, 2012. The tender offer is scheduled to expire at 11:59 p.m., New York time, on December 13, 2012, unless extended or earlier terminated in accordance with the merger agreement and applicable rules and regulations of the SEC.
RedPrairie Contact Information:
Brunswick Group
Shahed Larson / Charlotte McCrum
+1 (212) 333-3810
JDA Contact Information:
Media:
Beth Elkin
469-357-4225
beth.elkin@jda.com
Investors:
Mike Burnett
480-308-3392
mike.burnett@jda.com
About RedPrairie
For more than 35 years, RedPrairie’s best-of-breed supply chain, workforce and all-channel retail solutions have put commerce in motion for the world’s leading companies. Installed in over 60,000 customer sites across more than 50 countries, RedPrairie solutions adapt to help ensure visibility and collaboration between manufacturers, distributors, retailers and consumers. RedPrairie is prepared to meet its customers’ current and future demands with multiple delivery options, flexible architecture and 24/7 technical and customer support. For a world in motion, RedPrairie is commerce in motion.
To learn more about how RedPrairie solutions can optimize your inventory, improve employee productivity or increase sales, visit RedPrairie.com or email info@redprairie.com.
RedPrairie is a registered trademark of RedPrairie Corporation. © 2012 RedPrairie Corporation. All Rights Reserved. Other product and service names mentioned herein are the trademarks of their respective owners.
About JDA Software Group
JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, is the leading provider of innovative supply chain management, merchandising and pricing excellence solutions worldwide. JDA empowers more than 2,700 companies of all sizes to make optimal decisions that improve profitability and achieve real results in the manufacturing, wholesale distribution, transportation, retail and services industries. With an integrated solutions offering that spans the entire supply chain from materials to the consumer, JDA leverages the powerful heritage and knowledge capital of acquired market leaders including i2 Technologies®, Manugistics®, E3®, Intactix® and Arthur®. JDA’s robust services offering, including complete solution lifecycle management via JDA Cloud Services, provides customers with leading-edge industry practices and supply chain expertise, lower total cost of ownership, long-term business value, and 24/7 functional and technical support. To learn more, visit jda.com or email info@jda.com.
Forward Looking Statements
This press release may contain forward-looking statements. These forward-looking statements involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding information regarding the intent, belief or current expectation of JDA Software Group, Inc. (the “Company”) and members of its senior management team. Forward-looking statements include, without limitation, statements regarding prospective performance and opportunities and the outlook for the Company’s businesses, performance and opportunities and regulatory approvals, the anticipated timing of filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Company stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the Company’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on August 6, 2012, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K, its Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on November 15, 2012, its preliminary Proxy Statement on Schedule 14A, filed with the SEC on November 21, 2012, and the tender offer documents filed by RP Crown Acquisition Sub, LLC, a Delaware limited liability company (“Merger Sub”) and certain of its affiliates, including RP Crown Parent, LLC (“Parent”), each as amended from time to time. All of the materials related to the transaction (and all other transaction documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Company common stock has been made pursuant to a tender offer statement on Schedule TO, containing an Offer to Purchase and related tender offer documents, filed by Merger Sub and certain of its affiliates with the SEC. In addition, the Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THESE DOCUMENTS, AS AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The tender offer materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and stockholders may also obtain free copies of the documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.
Additional Information about the Merger and Where to Find It
This communication may be deemed to be proxy solicitation material in respect of the proposed acquisition of the Company by an affiliate of Parent. In connection with the potential one-step merger, the Company has filed a preliminary Proxy Statement on Schedule 14A with the SEC. Additionally, the Company intends to file other relevant materials with the SEC in connection with the proposed acquisition of the Company pursuant to the terms of an Agreement and Plan of Merger dated as of November 1, 2012 by and among the Company, Parent and Merger Sub. THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER THESE MATERIALS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION. The materials filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and stockholders will also be able to obtain free copies of the documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.
The Company and its directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s definitive proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on October 4, 2012, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on August, 6, 2012, and the preliminary Proxy Statement on Schedule 14A and other relevant materials which may be filed with the SEC in connection with the transaction when and if they become available. Information concerning the interests of the Company’s potential participants, which may, in some cases, be different than those of the Company’s stockholders generally, are set forth in the preliminary Proxy Statement on Schedule 14A relating to the transaction.